SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 1997
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IDX Systems Corporation
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(Exact Name of Registrant as Specified in its Charter)
Vermont
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(State or Other Jurisdiction of Incorporation)
0-26816 03-0222230
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(Commission File Number) (IRS Employer Identification No.)
1400 Shelburne Road, P.O. Box 1070, South Burlington, Vermont 05403
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(Address of Principal Executive Offices) (Zip Code)
(802) 862-1022
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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On July 10, 1997 (the "Closing Date"), pursuant to an Agreement and Plan of
Merger dated as of March 25, 1997 (the "Merger Agreement") by and among IDX
Systems Corporation, a Vermont corporation ("IDX"), Penguin Acquisition
Corporation, a Washington corporation and wholly-owned subsidiary of IDX
("Penguin") and PHAMIS, Inc., a Washington corporation ("PHAMIS"), IDX acquired
PHAMIS by means of a merger (the "Merger") of Penguin with and into PHAMIS, with
PHAMIS remaining as the surviving corporation in the Merger. As a result of the
Merger, PHAMIS became a wholly-owned subsidiary of IDX. PHAMIS offers
healthcare information solutions that are part of a complete software and
hardware system strategy designed for integrated healthcare delivery
enterprises. Penguin was formed solely for the purpose of effecting the Merger.
Pursuant to the Merger Agreement, each outstanding share of PHAMIS Common
Stock was converted into .73 of a share of IDX Common Stock. Based on the
capitalization of PHAMIS as of the Closing Date, IDX issued approximately 4.6
million shares of IDX Common Stock to former PHAMIS stockholders in the Merger.
No fractional shares were issued in the Merger. PHAMIS stockholders otherwise
entitled to receive a fraction of a share of IDX Common Stock in the Merger
instead received an amount of cash equal to such fraction multiplied by the
price per share of IDX Common Stock on the Nasdaq National Market, as reported
by Nasdaq, on the business day immediately preceding the Closing Date.
All options to purchase PHAMIS Common Stock outstanding immediately prior
to the Merger were effectively assumed by IDX pursuant to the Merger Agreement.
IDX registered on a Registration Statement on Form S-8 approximately 865,568
shares of IDX Common Stock for issuance upon the exercise of stock options
formerly exercisable for shares of PHAMIS Common Stock and in connection with
the PHAMIS Salary Savings and Deferral Plan.
Item 7. Financial Statement and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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The financial statements of PHAMIS set forth at (i) pages 20 through 40 of
PHAMIS' Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Securities and Exchange
Commission (the "Commission") on March 31, 1997, and (ii) pages 3 through 7 of
PHAMIS' Quarterly Report Pursuant to Section 13 or 15(d) of the Exchange Act on
Form 10-Q for the quarterly period ended March 31, 1997 filed with the
Commission on May 14, 1997, are hereby incorporated by reference herein and
filed as an exhibit hereto (Exhibit 99.1) pursuant to Rule 12b-23(a)(3) of the
Exchange Act.
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(b) Pro Forma Financial Information.
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The Unaudited Pro Forma Combined Condensed Financial Statements of IDX and
PHAMIS set forth at pages 84 through 90 of the Joint Proxy Statement/Prospectus
dated June 5, 1997 (the "Proxy Statement/Prospectus") filed as part of IDX's
Registration Statement on Form S-4 (File No. 333-28391), which Proxy
Statement/Prospectus was filed with the Commission on June 3, 1997, are hereby
incorporated by reference herein and filed as an exhibit hereto (Exhibit 99.2)
pursuant to Rule 12b-23(a)(3) of the Exchange Act.
(c) Exhibits.
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See Index to Exhibits attached hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 24, 1997 IDX SYSTEMS CORPORATION
By: /s/ Richard E. Tarrant
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President and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1* Agreement and Plan of Merger dated as of March 25, 1997, by and among
IDX, Penguin and PHAMIS.
23.1 Consent of KPMG Peat Marwick LLP.
99.1 Financial Statements of PHAMIS.
99.2 Unaudited Pro Forma Combined Condensed Financial Statements of IDX and
PHAMIS.
99.3 Press Release dated July 10, 1997.
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* Incorporated by reference from the Registration Statement on Form S-4 (File
No. 333-28319) of IDX.